Venture Life Regulatory News (VLG)

9 April 2020

VENTURE LIFE GROUP PLC

("Venture Life" "VLG" or the "Group")

Final Results

Record revenues and continued growth

Venture Life (AIM: VLG), a leader in developing, manufacturing and commercialising products for the international self-care market, announces its audited results for the year ended 31 December 2019.

Financial Highlights:

· Revenues increased 7% to £20.2 million (2018: £18.8 million)

· Gross profit increased 10% to £8.0 million (2018: £7.3 million)

· Gross profit margin percentage increased to 39.6% (2018: 38.8%)

· Adjusted EBITDA* increased 11% to £3.0 million (2018: £2.7 million)

· Profit before tax, amortisation and exceptional items increased to £2.2 million (2018: £1.5 million) 

· Profit before tax increased 92% to £1.4 million (2018: £0.7 million)

· Adjusted earnings per share** of 2.18p (2018: adjusted earnings per share of 2.06p)

· Net cash generated from operating activities of £3.0 million (2018: £2.5 million)

· Cash at period end of £10.7 million (31 December 2018: £9.6 million)

* Adjusted for share based payments and exceptional items

** Adjusted for share based payments, amortisation and exceptional items

Commercial Highlights:

· Continued organic growth supported by new product launches and 10 new international partnering agreements signed, furthering the Group's geographical reach

· 14 long-term development and manufacturing agreements completed

· Venture Life Group plc was included in the 'London Stock Exchange's 1000 Companies to Inspire Britain 2019' list, for the fourth consecutive year

· UltraDEX won 'Advertisement of the Year' at the FMC UK Dental Awards in association with the BDIA

Post-period end highlights:

· Acquisition of PharmaSource BV completed in January 2020

· Orders received from Chinese Dentyl partner for over €7 million for 2020 delivery (at least €2 million for delivery in H1 2020), compared to sales totalling less than €450k in 2019

· Six new partnering agreements signed: Myco Clear in Israel, Procto-eze in Poland and Portugal, two new line extensions with our Chinese Dentyl partner and an agreement on the recently acquired PharmaSource BV products

· The Group has instigated precautions and procedures to protect its employees, customers and stakeholders against Covid-19, and the business units in the UK, Netherlands and Italy are all operational at this time

· The Group has commenced production of sanitising gels, to meet significant retailer demand in Europe, but also to supply on a compassionate basis for no cost to local hospitals and pharmacies in north Lombardy to help with the fight against the virus

· Group order book value (excluding PharmaSource) is currently more than 2.5 times the size of the order book at the same time last year

Jerry Randall, CEO of Venture Life, commented: "I am delighted to report another year of growth and continued momentum for the Group, in which we delivered record revenues of £20.2 million. We saw some challenges in relation to our partners in China, which impacted our results for the year, but the rest of the Group performed well. Our extensive efforts in seeking high-quality value added synergistic acquisitions paid off at the end of the year with the acquisition of PharmaSource BV. This immediately earnings enhancing acquisition will benefit from the Group's operational leverage, which will enable us to increase revenues and profitability of this unit, whilst giving us our first direct-to-retail presence in The Netherlands, and our second operation in mainland Europe.

2020 has begun very well, with the order book currently more than two and a half times the size it was at the same time last year. The resumption of material orders, ahead of our expectations, from our key Chinese partner since the start of the year will significantly contribute to revenues and profits. These orders from China have continued after the outbreak of Covid-19, with orders placed even as recent as mid-March.

The Covid-19 outbreak is having wide reaching effects globally, but at this time I must pay tribute to all our incredible employees, particularly in Italy where the lockdown conditions have been in place for many weeks, who are working hard to maintain our business, our production and supply our customers with minimum interruption. We have been supporting local hospitals and pharmacies in the area of north Lombardy with free supplies of sanitiser gel produced in-house, to support the fight against the virus, and we are also already shipping this product to retailers where naturally there is high demand.

With a deep long-term order book that continues to grow even now, and significant resumption of orders from China, we have had an excellent start to 2020. We have an exceptional team at Venture Life, and I congratulate them all on a good 2019, but furthermore, on a promising start to 2020 despite current circumstances. Whilst the full global impact of Covid-19 is not known, the Group is very well positioned to withstand the situation. We have a strong balance sheet, dedicated and hard-working employees, a robust orderbook and significant inventory position, which gives the Board confidence for the year ahead in these difficult circumstances."

For further information, please contact:

About Venture Life (www.venture-life.com)

Venture Life is an international consumer self-care company focused on developing, manufacturing and commercialising products for the global self-care market. With operations in the UK, The Netherlands and Italy, the Group's product portfolio includes some key products such as the UltraDEX and Dentyl oral care product ranges, food supplements for maintaining brain function, medical devices for women's intimate healthcare, fungal infections and proctology, and dermo-cosmetics for addressing the signs of ageing.

The products, which are typically recommended by pharmacists or healthcare practitioners, are available primarily through pharmacies and grocery multiples. In the UK and The Netherlands, these are supplied direct by the company to retailers, elsewhere they are supplied by the Group's international distribution partners. 

Through its Development & Manufacturing business in Italy, Biokosmes, the Group also provides development and manufacturing services to companies for consumer healthcare products, primarily medical devices.

Chair's Statement

Venture Life continued the momentum built in 2018 to deliver record revenues of £20.2 million and adjusted EBITDA of £3.0 million (before exceptional items). This performance was delivered against a mixed global economic backdrop and demonstrates the strength of the Group's business model and niche focus.

In 2019, we were again included as one of the companies listed in the London Stock Exchange's publication '1000 Companies to Inspire Britain' for the fourth consecutive year - a publication that recognises businesses across the UK that outperform their peers. This is a strong testament to the continued growth and development achieved by the whole team at Venture Life.

The practical Brexit challenges and uncertainties during 2019 for the Group centred around supply chain and making sure our UK customers did not suffer any interruption to the supply of product made in our factory in Italy, in the event of UK border related issues. This also included maintaining back up manufacturers in the UK for the relevant products. The whole Venture Life team worked tirelessly and effectively to manage this potential issue and, although there still remains uncertainty over how the UK will conclude trade deals with its international counterparts, the Group is well positioned to manage all outcomes with limited impact on the business, if any.

Despite the slower than expected first half of the year, impacted by one-off costs related to finance department restructuring and an M&A project we terminated in the due diligence stage, the business once again delivered a typically strong second half to the year, with revenues of £10.8 million (H1 £9.4 million), gross margin of 41.5% (H1 37.4%), and adjusted EBITDA of £2.3 million (H1 £0.7 million). The stronger margin in H2 reflected the effect of higher revenues through our fixed cost base, demonstrating the Group's operational leverage. Revenues in the second half were weighted towards the back end of the year and were impacted slightly by the weakening euro in November and December.

In May, we welcomed Andrew Waters, FCA, to the Board of Venture Life as Chief Financial Officer. Andrew has been a welcome addition to the team as we pursue our ambitious growth plans.

Our growth strategy continues to be focused on achieving sustainable organic growth through our existing business, combined with the selective acquired growth of assets that would benefit the Group's operational leverage. Despite reviewing a significant number of potential acquisition opportunities, we did not exchange contracts on a transaction until late December, when the Group acquired PharmaSource BV based in Breda, Netherlands subject to the fulfilment of certain critical requirements, which were subsequently met on 24 January 2020. The Group is in a solid financial position, with sufficient cash on the balance sheet and available debt facilities that we can deploy. We will continue to consider acquisitions that complement our existing business and satisfy our due diligence requirements.

On 24 January 2020, we completed the acquisition of PharmaSource BV, a Netherlands based development and distribution company. This is a successful, profitable and fast growing business that has excellent product assets and customer channels that we can continue to develop and grow within the Group. Additionally, PharmaSource BV provides direct access to the Dutch retail pharmacy and grocery channels. I am confident that this will be a valuable addition to the Group. The financial results for 2019 and the statement of financial position at 31 December 2019 exclude the results and financial position of PharmaSource BV.

The impact of Covid-19 is being felt around the globe at this time, and we at Venture Life are not immune from this impact. However, the Group has instigated precautions and safety procedures at all of its locations to protect its employees and its operations. The safety of all our employees has been our utmost priority, and we have been able to successfully achieve this to date whilst maintaining production in Italy, and supply of raw materials, to be able to meet our customers' requirements. This has all been achieved by our amazing team of dedicated and committed employees, particularly those in Italy that have been operating under lock down conditions, and on behalf of the Board, I give them our sincerest thanks and congratulations for this.

I would like to thank all our shareholders, employees and other stakeholders for their support and wise counsel during this year and into 2020. We start the new financial year with a record order book and strong balance sheet, in addition to our recently acquired PharmaSource BV business, which puts the business on the strongest possible footing to weather the current Covid-19 situation and one which will allow us to emerge even stronger once we are all through this.

Dr Lynn Drummond

Non-Executive Chair

8 April 2020

Chief Executive's Statement

Introduction

The Group has once again delivered growth in revenues and profits, combined with another immediately earnings enhancing acquisition post period end. Despite facing a number of macro level challenges during the period, the Group reported an increase in revenues of 7%, an increase in adjusted EBITDA of 10%, as well as an increase in operating cash generation of 20%.

The Group acquires, develops and manufactures products at its facility in Italy. These products are sold either direct to retailers in the UK and The Netherlands, through the Group's sales operations, or via distributors in all other territories. The products are split into two categories: Venture Life Brands (VLG Brands), assets and brands that the Group owns, which represented 33% of the revenues in 2019 (2018: 35%); and Customer Brands, customer-owned assets and brands, developed and manufactured by the Group. This represented 65% of the revenues during 2019 (2018: 65%). By developing the Customer Brands, the Group is able to lock in long-term manufacturing revenues.

The Group's products are registered either as medical devices or cosmetics, with medical devices representing approximately 59% of total Group revenues. This will increase in 2020 through organic growth and with the addition of the PharmaSource products, which are mostly medical devices.

Revenues for the year increased to £20.2 million (2018: £18.8 million), helped by growth in both our VLG Brands business, which was up 1% to £6.7 million (2018: £6.6 million) and our Customer Brands business, up 11% to £13.5 million (2018: £12.2 million). We are satisfied with the progress achieved in our VLG Brands business given that both of our Chinese customers purchased significantly less product in 2019 compared to 2018, and that we were still dealing with the annualisation of the legacy UK delists of Dentyl that we inherited when we bought the brand.

As is normal for the business, due to historic customer ordering patterns, second half revenues were higher (+14%) than in the first half. This resulted in a significantly higher gross margin of 41.5% in the second half (H1 37.4%), demonstrating the strong operational leverage effect of higher revenues.

Our Customer Brands business, through Biokosmes in Italy, continued to perform well with an 11% increase in revenues over 2018, delivering more volume through our facility and utilising the significant operational leverage that we have there.

The Group is well positioned to capitalise on the growing self-care market, which is being driven by an expanding ageing population, with people living longer and having to take greater responsibility for their own health.

Growth strategy

Our growth strategy is centred on increasing revenues, which then accelerate profitability through operational leverage. We grow revenues through:

- Existing customers growing revenues in their markets

- Increasing the geographic penetration of our products through existing or new partners

- Product innovation and development available to all markets

- Acquisition of product assets that we can then expand geographically and transfer to our manufacturing facility

Operating review

Acquisition of PharmaSource BV

In line with our stated strategy of acquisitive growth alongside organic growth, on 19 December 2019 we exchanged contracts to acquire the entire issued share capital of PharmaSource BV, a privately held consumer self-care products company based in The Netherlands, subject to completion of certain critical actions. The acquisition was completed on 24 January 2020 and will be immediately earnings enhancing. This innovative, fast growing and profitable business is selling some proven medical devices in the areas of fungal nail infections, wart removal, oral and women's health. The products are sold direct through retail and grocery chains in The Netherlands, and also through some key international distributors in Europe.

PharmaSource delivered revenues of €2.6 million in the year ended 31 December 2019, and profit before tax of €0.9 million. These results are not included in Venture Life Group's results in the year ended 31 December 2019. The consideration for the acquisition was a total of €6.5 million, although €1.3 million of this is deferred, related to the confirmation of the 2019 results and a small product approval.

The acquisition brings many benefits and opportunities for the Group:

· A new range of products with limited current international exposure that we can partner

· Direct access to the retail channels in The Netherlands, that we can look to exploit further with existing Venture Life products

· New international partners that we can now consider for some of the Venture Life products

· Utilising our operational leverage and facilities to create profit and cost synergies going forward.

The integration is progressing well and we plan to maintain and build on the operations in The Netherlands as we grow the business there. We have already achieved our first new partner agreement for products from PharmaSource BV, with Lloyds Pharmacy in the UK agreeing to take the wart pen for distribution throughout their UK pharmacy outlets, having already launched Venture Life's Myco Clear nail fungal brush product in 2019.

Venture Life Brands

UltraDEX

Revenues remained steady at £3.2 million (2018: £3.2 million) across all markets. Sales in the UK and Ireland, where we sell direct into retail remained flat at £2.6 million (2018: £2.6 million) - a solid performance given the UK mouthwash market declined at rate of 5% in 2019.

Despite a decline in the mouthwash market, we have secured new distribution points with ASDA and Well Pharmacy for UltraDEX. Now available in key UK pharmacies and grocery retailers including Boots, Superdrug, Lloyds Pharmacies, Tesco, ASDA and Sainsbury's, amongst others, we have increased UltraDEX's UK points of distribution significantly since the acquisition in 2016 by 34%. Our marketing in 2020 will continue to focus increasingly on digital and social media aspects, following the effective "Smellephant" campaign in 2019.

Internationally, the brand is partnered in 17 countries, with revenues outside of the UK and Ireland of £0.6 million (2018: £0.6 million). Revenues were flat in 2019, as 2018 included some first orders for partners, which included both initial stocking and anticipated sell through. However, good progress has been made post period end and we expect 2020 to deliver exceptional growth internationally compared to 2019.

Dentyl

We received a first full year of revenues from Dentyl in 2019 (mouthwash and fresh breath beads), having acquired the brand in August 2018. Revenues in 2019 for the brand were £2.2 million (2018 for 5 months: £1.6 million). This first full year was mixed, with a consolidation of the UK business, which contained a number of legacy delists and one-offs that had been initiated before we acquired the brand, and issues with sales to our Chinese partner due to quality issues on externally manufactured products. However, these one-off delists have now run their course, and the order book for China in 2020 is growing significantly.

In the UK & Ireland, revenues rose 135% to £1.9 million (2018 for 5 months: £0.8 million). Dentyl had been neglected in the hands of the previous owner, and our focus has been on rebuilding trust in the brand through retailer and public engagement, refreshing the brand image and partly bringing manufacturing and development in-house. As a result, we have been able to reverse some of the delistings that occurred in the hands of the previous owners, including BodyCare Plus. Additionally, Superdrug has increased its listings, while Lloyds Pharmacy launched the mouthwash in 2019. We are confident in the growth opportunity for Dentyl and have invested in a number of new product development ideas that will come to market in 2020, both in the UK and internationally. As with UltraDEX, good progress has also been made post period end and we expect 2020 to deliver very good growth internationally compared to 2019.

As reported previously, internationally, the brand did not meet our expectations in 2019, with revenues of £0.3 million (2018 for 5 months: £0.8 million), and these 2019 sales were predominantly of the Dentyl fresh breath beads. In 2018, our Chinese partner for this brand launched the mouthwash in China and achieved good early success. However, as previously mentioned, quality problems at the external contract manufacturer caused our partner to halt sales and marketing in January 2019 until the issues were resolved. Transfer of production in-house to our Italian facility and changes to the packaging solved the issues by mid 2019, but the break in sales and marketing activities affected sell through of the product in China.

However, it is pleasing to report that since our partner restarted the sales and marketing activities in late 2019, sales have escalated rapidly and at the time of writing, we received orders totalling over €7.0 million from this partner for delivery in 2020, for Dentyl mouthwash, Dentyl Fresh Breath Beads and other products. Of this, more than €2.0 million is expected to be delivered in H1 2020. This partner also expects to launch the newly developed Dentyl toothpaste range in 2020 as well as the two new limited editions mouthwash that will launch mid 2020. As a result, whilst 2019 was a disappointing year for the Dentyl brand in China, our partner is now making excellent progress and we expect to see considerable growth in 2020 and beyond. This partner has also reported that sell out in China has not been noticeably affected by the recent coronavirus issue, as sales are purely online.

Additionally, we have continued to partner Dentyl in new geographies, such as France, and we will continue to see further developments in 2020.

Lubatti

This skincare product range is only partnered in China, with a different partner from that which sells Dentyl and sales during 2019 amounted to £0.1 million. Prior to 2019, sales of Lubatti to this partner totalled £2.3 million over five years. The retail markets are changing rapidly in China and online sales are growing at a faster rate than expected. Our partner has over 2,000 high street stores focused on skincare, but in the past three years it reported that its footfall through these stores fell by 60%. Our partner has consequently decided to halt any further high street store expansion, instead investing in online sales. This change in strategy midway through 2019 has meant the Lubatti brand will now be sold exclusively online and orders resumed in late 2019. Our partner remains committed to the brand and to this new strategy, and we expect revenues to increase throughout 2020. At the date of writing, our partner for Lubatti in China reported that 90% of their stores across mainland China had reopened with sales gradually returning to normal levels.

Procto-Eze

This brand is gaining more prominence within our portfolio, with revenues increasing by 8% to £0.5 million in 2019. The range includes three SKUs and has gained traction with partners in nine countries, including two further long-term partner agreements that were signed post year-end in Poland and Portugal.

Other brands

Revenues from the rest of the branded portfolio were £0.7 million (2018: £0.2 million) including NeuroAge, Myco Clear and Vonalei. We continue to identify new partners for these smaller brands and signed four new long-term partner deals on these brands in 2019.

Customer Brands

Customer Brand revenues grew 11% in the year to £13.5 million (2018: £12.2 million), with growth from both existing and new customers. The new Medical Device Regulations (MDR) that will be instated in May 2021 (originally May 2020 but recently delayed by one year due to Covid-19) have driven significant development activities in the business, including investing in the conversion of the existing products from the existing Medical Device Directive (MDD). The more stringent regulations required investment to improve the technical file for many of our own and our customers' products, which will in turn lead to ongoing future revenues for the Group arising from these products. As the new MDR regulations come into force, this will improve the attractiveness and value of these enhanced products, with less technical products from competitors failing the tests of rigour.

Investments and R&D

We continue to invest in the plant in Italy, in order to improve efficiency. In 2019, this included investment in upgraded filling capability for UltraDEX and Dentyl and increased secondary packaging areas. We have also invested in the new EDI batch labelling system, which will become mandatory from 2023 and we are seeing new customers attracted due to this capability.

New product development is a key contributor to growing revenues, and at the facility in Italy we have continued the development of new products apace in 2019. As well as developing new products for sale under customers' own brands, we developed new products for our own brands, including three new flavours of the Dentyl toothpaste to be sold alongside the mouthwash range, and some limited editions of the Dentyl mouthwash, which will launch in mid-2020.

We have also now fully validated the manufacture of the Dentyl mouthwash product in our facility and have already started to deliver the product from there to international markets.

Summary & outlook

We are delighted to have delivered organic growth in revenues and profits in 2019, despite experiencing a number of challenges during the year. The Group continues to exploit and further invest in its operational leverage, which we expect to bring increased efficiency and profitability in the future.

The main challenge experienced during the period was the performance of our two Chinese partners and it is pleasing to report that this has been overcome. Already this year, we have received orders from our key Chinese Dentyl partner of over €7 million for delivery in 2020, (of which more than €2 million is due for delivery in the first half), which is well ahead of what we had budgeted. These orders from China are contributing to a very strong current order book overall for the business, and at the time of writing the order book value stands at more than 2.5 times the value at the same time last year, even excluding the order book at PharmaSource.

We are seeing growth from many of our partners, and there is no doubt that the new MDR will benefit the Group in the long-term, delivering significant and sustainable long-term revenues. The addition of the earnings enhancing PharmaSource business will deliver additional revenue, profit and cash flow to the Group, and provide significant opportunities for operational leverage in 2020 and beyond.

We continue to seek out and evaluate small bolt-on acquisitions, to utilise the surplus cash and debt facilities available to us, to further enhance Group profitability.

The Covid-19 virus has had and is having a dramatic effect on the world at this time. Our development and production facility, Biokosmes, is based in Bosisio Parini in the north of Lombardy and our people and our business became subject to the severe lockdown regulations imposed by the Italian Government to cope with impact of the virus. Similar restrictions are now in place in the UK and The Netherlands. However, as a Group we have implemented a number of precautions to meet the requirements of local Governments in relation to the Covid-19 restrictions and regard the business to be as prepared as it could be, and we are considered an essential supplier by the Italian Government. The precautions we have put in place have been to protect our employees first, and then our business, our customers, our suppliers and all of our stakeholders.

At our Italian facility we have also initiated the manufacture of hand sanitising gel. This has been to satisfy commercial demand from retailers, and also we have supplied product on a compassionate basis at no cost to hospitals and pharmacies in the north Lombardy area to support the fight against Covid-19.

As a result of the dedication and commitment of all our employees, in all locations of the Group, we have been able to continue to operate our business. More specifically in Italy, our development and manufacturing facility remains open and operational, and processing the significant order book that we have on hand, and shipping to our customers. We cannot predict how this issue will continue to manifest itself in the coming weeks and months, but we have undertaken extensive financial stress tests on our business, which confirm that we are in a strong and robust position to deal with the current and anticipated disruption due to the Covid-19 crisis. At this time our magnificent team in all our locations has risen to the challenge of making sure we continue to deliver to our customers around the world as we always have.

I would like to thank our employees for their hard work and commitment to our business, and our shareholders, for their continued support for the business in these challenging market conditions. Having already completed our first quarter, and having implemented specific procedures for our business to operate in this difficult Covid-19 environment, the Board is confident that the business is well positioned to continue to operate in these challenging current conditions and emerge with a stronger business on the other side.

Jerry Randall

Chief Executive Officer

8 April 2020

2019 Financial Review

The Group delivered robust results for the year, once again delivering on its profitability progression driving greater revenues through the infrastructure. All profitability measures (gross profit, EBITDA, operating profit, pre-tax profit and post-tax profit) increased commensurately, as did all measures of operational cash flow.

Statement of Comprehensive Income

The Group reported 2019 revenues of £20.2 million, an increase of 7% over the £18.8 million reported in 2018. The Venture Life Brands business reported relatively flat revenues at £6.7 million (2018: £6.6 million). The Dentyl brand grew by 35% to £2.2 million in 2019 (2018: £1.6 million) primarily reflecting the full year-effect on sales in the UK market, which was significantly offset by reduced international sales to China due to the temporary packaging issue (which has subsequently been resolved). UltraDEX net sales remained broadly flat at £3.2 million in 2019 comprising relatively stable sales of £2.6 million to UK & Ireland retailers and £0.6 million to international partners. Sales of the Lubatti brand to China fell by £0.7 million due to a one-off change in selling strategy by the Chinese partner resulting in a re-balancing of trade inventory levels. Sales of the group's other branded products grew 24%, reflecting a blend of increasing geographic footprint coupled with volume growth.

The Customer Brands business reported revenues (excluding intercompany sales) of £13.5 million, an increase of 11% from 2018. This business is focused on the development and manufacture of products on behalf of third parties to be sold under their brands and the growth is partly attributable to newly launched assets.

The euro fluctuated against the pound in 2019, which resulted in slightly reduced reported revenue and administrative costs (large elements of these are in euros). The overall impact of the changes in foreign currency rates nevertheless had only a marginal effect on the reported operating profit of the Group. The appreciation of sterling at the year-end gave rise to a small gain within finance costs resulting from the revaluation of the Group's euro denominated loans partially offset by a small foreign exchange loss on the Group's euro denominated assets (mostly Italian factory plant & machinery).

The gross margin for 2019 was 39.6% (2018: 38.9%), which resulted from higher revenues and factory throughput, partially offset by slightly higher promotional spending behind the UK brands especially Dentyl.

Administrative costs (pre-exceptional items) at £6.7 million were 9% higher in 2019 than in 2018 (2018: £6.2 million) due in part to some one-off non-recurring operating expenditures pertaining to changes in staff. Exceptional costs of £208,000 (2018: £172,000) related to legal and professional fees incurred in the acquisition of the PharmaSource business (announced 19 December 2019 and completed 24 January 2020), as well as speculative due diligence activities conducted earlier in the year.

Operating profit was £1.5 million (2018: £1.2 million) (before exceptional items) with the profit before tax for the Group of £1.4 million (2018: £0.7 million). The Group reported profit after tax of £0.9 million (2018: profit of £0.2 million).

Finance costs were a credit of £0.1 million and reflected both positive net interest (as interest income on sterling deposits exceeded interest payable on euro loans) coupled with foreign exchange gains arising principally upon settlement of euro denominated costs during periods of sterling appreciation.

These translated into basic earnings per share of 1.08 pence (2018: 0.42 pence), with the improvement in business performance generating enhanced shareholder value. Adjusted earnings per share (adjusted for exceptional items, share-based payments and amortisation of intangible assets) were 2.18 pence (2018: adjusted earnings per share 2.06 pence). The number of shares in issue as at 31 December 2019 was unchanged at 83,712,106 (31 December 2018: 83,712,106).

Statement of Financial Position

Intangible assets increased slightly by £0.2 million, comprising further capitalisation of development costs of £0.8 million and continuing investment in patents and trademarks of £0.1 million partially offset by ongoing amortisation. Capitalised development costs are carried in the amount of £1.9 million and reflect the recent peaking in workflow assisting our customers with formulation upgrades and changes to the Medical Device regulations arising in 2020. Whilst consuming cash, this investment continues to be value-enhancing through strengthening relationships with our customer base. Property, plant and equipment decreased as the net result of investment of £0.4 million in new equipment in the Customer Brands business was more than offset by ongoing depreciation.

Working capital was well managed during 2019, with the closing balance at 31 December 2019 in line with the prior year and not increasing despite the growth in the business. Specifically, inventories increased in-line with business growth coupled with the proactive policy to increase UK inventories in the run-up to Brexit in order to secure supply across potentially uncertain times. Trade debtors decreased and trade creditors increased reflecting efforts to improve the overall working capital funds deployment.

Cash and debt

Cash and cash equivalents at the year end totalled £10.7 million (2018: £9.6 million). Net cash inflow during 2019 amounted to £1.4 million with the increase in cash balances accounted for as follows:

• Operating cash flow before movements in working capital - inflow of £3.0 million

• Tax paid - outflow of £0.4 million

• Net movement in working capital, including £1.4 million build of UK inventory as part of Brexit preparations - offset by debtor & creditor flux - neutral movement

• Investment in manufacturing facility - outflow of £0.4 million

• Investment in intangible development assets - outflow of £0.8 million

• Repayment of Finance Leases - outflow of £0.6 million

• Drawdown of new €1 million loan - inflow of £0.8 million

• Repayment of existing term loans - outflow of £0.2 million

Net cash, excluding finance lease obligations, increased from £5.8 million as at 31 December 2018 to £6.3 million as at 31 December 2019.

The Group is financed by a range of largely euro denominated interest-bearing debt of varying maturities, comprising of invoice financing and unsecured bank loans. During May 2019 the group secured a further €1 million loan from an Italian bank at an attractive interest rate and repayable by 2024. Given the net cash position at the year end, the Group is comfortable with the level of debt in the business which is being used to finance growth and investment. The Directors have prepared detailed forecasts looking beyond 12 months from the date of these financial statements and expect the Group to continue to operate profitably in the foreseeable future, generate positive operating cashflows and comfortably meet all scheduled loan repayments as they fall due.

The Group has delivered a robust performance in 2019 with strong and growing operating profit, pre-tax profit, post-tax profit and operating cashflow. The start of 2020 has been particularly strong with the sales order book at 09 April 2020 significantly higher than in previous years. As described in the Post Balance Sheet Events note, the Group is managing the impact of Covid-19 on its business and the uncertainty that this might bring. Following analysis and consideration of even an extreme worst-case scenario, the directors believe that the Group has sufficient resources to continue in operational existence for the foreseeable future and to comfortably make scheduled loan repayments as they fall due. The Directors therefore conclude that the Going Concern basis remains the appropriate basis upon which to prepare the Group's financial statements.

Andrew Waters

Chief Financial Officer

8 April 2020

Consolidated Statement of Comprehensive Incomefor the year ended 31 December 2019

Company number 05651130

All of the profit and the total comprehensive income for the year is attributable to equity holders of the parent.

Consolidated Statement of Financial Positionat 31 December 2019

Company number 05651130

Consolidated Statement of Changes in Equityfor the year ended 31 December 2019

IFRS 9 was adopted with effect from 1st January 2018. The impact of adoption on the opening position was to increase the bad debt provision at 1 January 2018 by £37,000 and accordingly reduce retained earnings by £37,000.

As at 31st December 2019 the parent entity has lacked distributable reserves and is accordingly not in a position to declare any dividend.

During the year the second Tranche of the management long term incentive matured but failed to meet its vesting conditions. The accumulated provision within the Share Based Payments reserve of £115,000 was discharged and recycled into retained earnings in accordance with IFRS2

Consolidated Statement of Cash Flowsfor the year ended 31 December 2019

Notes to the Consolidated Statementsfor the year ended 31 December 2019

1. Basis of the announcement

The financial information of the Group set out above does not constitute statutory accounts for the purposes of Section 435 of the Companies Act 2006. The financial information for the year ended 31 December 2019 has been extracted from the Group's audited financial statements which were approved by the Board of directors on 7th April 2020 and delivered to the Registrar of Companies for England and Wales following the Company's 2020 Annual General Meeting.

The financial information for the year ended 31 December 2019 has been extracted from the Group's financial statements for that period. The report of the auditor on the 2019 financial statements was unqualified, did not include any references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under Section 498(2) or Section 498(3) of the Companies Act 2006.

Whilst the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ('IFRSs') as adopted by the European Union, this announcement does not itself contain sufficient information to comply with those IFRSs. This financial information has been prepared in accordance with the accounting policies set out in the 2019 Report and Accounts and updated for new standards adopted in the current year.

Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial information is presented in UK sterling (£), which is the Group's presentational currency.

The Company is a public limited company incorporated and domiciled in England & Wales and whose shares are quoted on AIM, a market operated by The London Stock Exchange.

The principal activity of Venture Life Group plc and its subsidiaries is the development and commercialisation of healthcare products, including food supplements, medical devices and dermo-cosmetics for the ageing population, and the manufacture of a range of topical products for the healthcare and cosmetics

2.1 Segment revenue and results

The following is an analysis of the Group's revenue and results by reportable segment.

All revenue of the Group is recognised at point in time as determined by IFRS15.

The reconciliation of segmental operating profit to the Group's profit before tax is as follows:

One customer generated revenue of £4,083,000 which accounted for 10% or more of total revenue (2018: one customer generated revenue of £4,170,000 which accounted for 10% or more of total revenue).

2.2 Segmental assets and liabilities

2.3 Other segmental information

2.4 Geographical information

The Group's revenue from external customers by geographical location of customer is detailed below:

3. Exceptional costs

During the period the Group incurred legal and professional fees in relation to prospective acquisitions including the PharmaSource BV acquisition, which was completed shortly after the year-end.

4. Income tax expense

Tax on the Group's profit/(loss) before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits and losses of the consolidated entities as follows:

Changes to the UK corporation tax rates were enacted as part of the Finance Bill 2015 on 18 November 2015. These included reductions to the main rate to reduce the rate to 19% from 1 April 2017 and to 18% from 1 April 2020. A subsequent change to reduce the UK corporation tax rate to 17% from 1 April 2020 was included within the Finance Bill 2016 (enacted on 6 September 2016). In the Spring Budget 2020, the Government announced that from 1 April 2020 the corporation tax rate would remain at 19% (rather than reducing to 17%, as previously enacted). This new law was substantively enacted on 17 March 2020. Whilst the proposal to keep the rate at 19% had not been substantively enacted at the balance sheet date, its effects have been included in these financial statements. The overall effect of the change has been to increase the tax expense for the period by £34,000 and to increase the deferred tax liability by £34,000.

As at the reporting date, the Group has unused tax losses of £10,259,000 (2018: £9,257,000) available for offset against future profits generated in the UK. No deferred tax asset has been recognised in respect of these losses due to the uncertainty of its recoverability.

The tax charge of the Group is driven by tax paid on the profits of Biokosmes, offset by the release of deferred tax liabilities generated on the acquisition of Biokosmes, Periproducts and Dentyl businesses. In 2019 the effective tax rate of Biokosmes was 25% (2018: 22%).

5. Earnings per share

A reconciliation of the weighted average number of ordinary shares used in the measures is given below:

A reconciliation of the earnings used in the different measures is given below:

1 Adjusted EPS is profit/(loss) after tax excluding amortisation, exceptional costs and share-based payments.

The resulting EPS measures are:

6. Dividends

Amounts recognised as distributions to equity holders in the period:

The Directors do not recommend the payment of a dividend (2018: £ nil pence per share).

7. Intangible assets

All trademark, licence and patent renewals are amortised over their estimated useful lives, which is between five and ten years. All amortisation has been charged to administrative expenses in the Statement of Comprehensive Income.

Other intangible assets currently comprise customer relationships and product formulations acquired through the acquisition of Biokosmes Srl. and customer relationships acquired through the acquisition of Periproducts. These assets were recognised at their fair value at the date of acquisition and were being amortised over a period of between five and ten years.

Assets with indefinite economic lives as well as associated assets with finite economic lives are tested for impairment at least annually or more frequently if there are indicators that amounts might be impaired. The impairment review involves determining the recoverable amount of the relevant cash-generating unit, which corresponds to the higher of the fair value less costs to sell or its value in use.

The key assumptions used in relation to the Biokosmes (Customer Brands CGU) and Periproducts (part of the Venture Life Brands CGU) impairment review are as follows:

• The estimates of profit after tax for the three years to 31 December 2022 are based on management forecasts of the Biokosmes and Periproducts businesses, with subsequent years growth forecasted at 5% and 0-2% respectively. Management consider 5% and 0-2% conservative growth rates for the businesses, but reflective of the operating sectors of the businesses. During 2019, Biokosmes net sales growth was in excess of 10% due to broad organic growth and Periproduct's main asset (UltraDEX) net sales declined by 1% due to short term pricing pressures in the UK oral care market.

• The Group has applied a discount rate to the future cash flows of Biokosmes for five years, with a terminal value reflecting future years, using a pre-tax average cost-of-capital of 12.4%. This rate is relatively high and is derived from CAPM theory based upon a relatively high equity risk premium applied to a low-geared Company. These assumptions generate a significant headroom over the assets of the business held at the balance sheet date. This impairment assessment excluded the impact of Covid-19 on the performance of Biokosmes. In circumstances of Covid-19 resulting in a short-term closure of Biokosmes' Italian factory for a period of several months there would be a commensurate reduction in sales and profits by Biokosmes in the 2020 financial year. As remarked in Note 32. Post Balance Sheet Events the Group has the cash resources to bridge across an extended period of factory closure. It is the opinion of the Directors that even in an extreme scenario of six months of closure there might be a loss of £8 - £10 million in net sales revenue and £3 - £4 million in profits in 2020 which would eliminate 15-20% of the headroom in this impairment assessment.

• The Group has applied a discount rate to the future cash flows of Periproducts for ten years, using a pre-tax average cost-of-capital of 12.4% and excluding any terminal value. These assumptions generate a significant headroom over the assets of the business held at the balance sheet date.

• These above impairment assessments of Biokosmes SRL and Periproducts Ltd have included assessment of all elements of intangible value regardless of whether their economic lives are finite or indefinite, and include Customer Relationships, acquired formulations and Goodwill.

These assumptions are subjective and provide key sources of estimation uncertainty, specifically in relation to growth assumptions, future cashflows and the determination of discount rates. The actual results may vary and accordingly may cause adjustments to the Group's valuation in future financial years. Sensitivity analysis has been performed on the impairment review and indicate sufficient headroom in the event of reasonably possible changes in key assumptions are unlikely to result in an impairment for intangibles.

Also included in the intangible assets balance are patents and trademarks and these assets are recognised at their fair value at the date of acquisition and are being amortised over a period of between five and ten years. As a result of the significant breadth of the patent and trademark estate coupled with its magnitude in totality, the Directors did not conduct an impairment assessment during 2019.

7A. Business Combinations

On 19th December 2019 the Company announced it had signed a share purchase agreement to acquire 100% of the share capital of PharmaSource BV, a private group of companies based in The Netherlands engaged in the marketing and selling of anti-fungal products to customers within Europe. This transaction was ultimately completed on 24th January 2020 and is addressed in section 32: Post Balance Sheet Events. As the acquisition occurred after 31st December 2019 then these Financial Statements including all Consolidated Statements and Notes exclude the financial position and results of PharmaSource BV.

Revenue and profit impact of the acquisition

Pharmasource was not acquired until after 31st December 2019. It generated net revenues of €2.5million and operating profit before exceptional items and management charges of €0.9 million in 2019.

8. Cash and Cash Equivalents

The Group holds sterling, Chinese renminbi and euro denominated balances in the UK. The Group's subsidiaries hold US dollar, yen and euro accounts in Italy and a Swiss franc account in Switzerland.

The Directors consider that the carrying value of cash and cash equivalents approximates their fair value

At 31 December 2019 the sum of £5.6 million of the Group's cash was allocated for purposes of the acquisition of Pharmasource BV in 2020. This sum is unrestricted and has been technically identified as an amount to fund the forthcoming acquisition.

9. Share capital and share premium

Share capital

All shares are authorised, issued and fully paid. The Group has one class of ordinary shares which carry no fixed income.

The Company issued no new shares during the year (46,875,000 new shares in 2018).

The Group operates a Long-Term Incentive Plan. Up to the balance sheet date, there have been three awards under this plan, in which Executive Directors and senior management of the Group participate.

10. Interest-bearing borrowings

All bank loans are held by the Group's Italian wholly owned subsidiary, Biokosmes. During 2019 a new bank loan in the amount of €1.0 million was secured from BPM SPA with expiry date of June 2024. Invoice financing includes the Italian RiBa (or "Ricevuta Bancaria") facility which is a short-term facility. The balance shown above of £1,184,000 (2018: £1,240,000) reflects the amount that had been settled in Biokosmes' account under RiBa and drawn against invoices in the UK as at the reporting date.

A summary showing the contractual repayment of interest-bearing borrowings is shown below:

10. 2019 Annual Report and Accounts and 2020 Annual General Meeting

The Group's Annual Report and Accounts for the year ended 31 December 2019 will be posted to shareholders at the beginning of May 2020. It will be available on the Company's website (http://www.venture-life.com/investor-relations/results-reports-and-presentations/) from 11.00am on 15th April 2020. The Annual General Meeting of Venture Life Group plc will be held on 3 June 2020 at 10.30am and the location and format will be communicated in due course and will proceed with due regard to the government's restrictions in place pertaining to Covid-19. A notice of meeting will be sent to shareholders with the Annual Report and Accounts (http://www.venture-life.com/investor-relations/shareholder-company-documents/) and a copy will be available on the Company's website in due course.